Totally Extreme
by The Time Traveler
Summary: An interesting crossover with original characters made by SP Action Extreme and myself. I hope it's enjoyed. It's my first TS fic, so please, be gentle. New chapter up!
1. Chapter 1

Totally Extreme

Authors moment: Well, I have had this idea on my brain for quite a while. This is a crossover between Totally Spies: Undercover and original characters owned by me and SP Action Extreme 2 Noid. I hope you will find this acceptable. Anyway, on with the story.

And Ed (SP) if you are reading this, it takes place before Battle Beyond becomes good guys.

Chapter 1

Top Secret Military Base- 10:25 P.M.

In a deep military operations, so top secret, even I can't say where it is, in one of it's labs, a scientist finished putting the finishing touches on his latest invention. A laser capable of emitting intense light that it can diffuse dimensions. He just finished it when he heard a noise.

"Who's there", he asked. He saw nothing. Then he heard a low chattering noise. He looked and he saw a monkey. "Hey, what are you doing here. Got out of your cage again?" Suddenly he noticed the monkey's face had a scare and looked really creepy. "What the heck happened. . ." He barley had time to speak for the monkey transformed and became human sized. "Screeching Pain Wave", it said and it emmited a huge sonic blast from it's mouth that caused the scientist to be knocked out.

Soon a drilling noise was heard and a blue drilling machine with pink areas appeared. Behind it was a demon with a face so terrifying it could only be described as, a Face of Pure Evil. "Good work Creepy", said the Face guy. Creepy turned to the Face person and said, "It was nothing." The drill shaped shifted into a robot. "Is this the device the masters want", said the robot. "It sure is", said the monkey. "Enough talk, let's get this out of here before the gaurds come", said the Face guy.

Episode Title: Totally Extreme

Beverly Hills (Spies house)- 10:04 A.M.

Sam was busying herself in the kitchen. She knew her roomies, Clover and Alex would be awakening soon and they would be needing nourishment. "They should be waking up in five. . .four. . .three. . . two. . ." SLAM. As if on cue, down the stairs from her room was a tired and messy looking, Alex. "Morning, Sam", she said, groggily. "Morning, Alex", responded Sam. Then a second later, down came a peppy looking Clover. "Morning girlfriends." "Morning Clover", said Sam and Alex, unisly.

"So, Sam", said Clover, "When's breakfast, for I am totally starving." "It's coming", said Sam. As she turned back to the stove she then shrieked and ran backwards into the wall. "What is it Sammie", asked Alex. "A b. .b. .b. .bug", said Sam. "Is it a spider", asked Clover. "Is it a fly", asked Alex. "Much worse", said Sam and pointing to the counter she stuttered, "it. .it. . it's a COCKROACH!!!" "AAAAAAH", screamed the spies. Clover grabbed a sprayer out of nowhere and said, "It's mine!" With that a huge chase begun with Clover and that cockroach. Eventually the cockroach made a clean getaway from Clover, by rushing into a crack in the wall. "It will live for know, but I will get my hands on that disgusting bug." "Why do those things exist anyway", asked Alex. "Well, let's just enjoy breakfast okay", said Sam, "and worry about the cockroach later." "Deal", said Clover and Alex.

Their breakfast, however, was interrupted because in a split second a trap door opened up and they fell down it. Yes, they where WOOHPed.

The spies fell down a long tunnel and landed with a thud on a red couch in front of Jerry's desk. The chair behind the desk turned and there was Jerry himself. "Good morning lady's. Sorry to bug you." "Jerry do not mention bugs, we just encountered one", said Sam. "Besides we were about to eat", said Clover. "Sorry girls, but I really need you on this job", said Jerry. With that, his robot assistant, G.L.A.D.I.S. projected an image before them. "Last night, three unknown 'creatures' broke in and stole a valuable laser." They watched the image which showed the strange monkey, the demon and the robot. "Ewww. Okay, that monkey, like, seriously needs to be put to sleep", said Clover with a disgusted face. "That guy needs a serious facial, his face looks like it came from the netherworld", said Sam. "And that robot is not so cool. I mean, hello, transforming robots were so 90's." (AN: Ed. I didn't mean that. I just needed a way for one of the spys to insult that character). The scene faded and Jerry said, "It's your mission girls, to find out who these three work for and stop them."

"Okay", said Alex, "Let's get these, whatists, and put a stop to them." With that the girls stood and a treadmill moved them forward towards a hallway, and their spy suits 'transported' onto their bodies, replacing their clothes. Jerry followed behind them and G.L.A.D.I.S. was using a track from the treadmill to keep ahead of them, and distributed their gadgets as Jerry pointed them out. "For your gadgets on this mission, you shall have your Head-For-Cover Hoverboards, Ice Queen Perfume Spray, The Tornado 9000 hairdryer, stun tan lotion, m-ray contact lenses, laser lipsticks, suction-cupped bottom go-go boots, and finally, the Spit-ball tracking device." The treadmill ended in a large hanger and the spies ignited their jet packs. "Good luck spies." The spies flew toward the ceiling and it opened to let them out. In an instant they zoomed away from W.O.O.H.P HQ.

A.N: Okay, I will stop here for now. I might not put up the next chapter in a bit, since I am just starting my new semester in college. Speaking of which, my favorite of the three is Sam. Personally, I like her because she has smarts, and yet, she balances it out with fun. Plus she is the more mature of the three. Not that I am saying there is anything wrong with Clover or Alex. Be gentle with me, it's my first TS fanfic. Oh, and by the way, I used that cockroach scene for a reason. You will learn why later on.


	2. Chapter 2

The spies had arrived at the scene of the crime. Clover and Alex were busy looking for clues while Sam was busy speaking to the professor that was assaulted. "Why would anyone want to take this laser professor", she asked. "This laser was part of a teleportation project we have been doing for a while", he responded, "If diffused properly, it could generate a sphere capable of transversing the physical field." "Say what", asked Alex. "He means it can create a portal." "Oh", said Alex, "I knew that." She grinned sheeplishly and resumed her search. "And you are sure that no one knows about this", Sam asked again. "Positive. However, even if he does want to use it for the lasers natural purpose, the only way it can be properly diffused is by a speacel prism." "Do you have it here", asked Sam. "No, for security reasons, we keep it in a different location."

Meanwhile Clover was inspecting the tunnel that was drilled by the robot. "Whatever dug, this, must have been pretty powerful." Then she noticed something on the floor of the tunnel. It was a piece of paper with writing on it.

"Hey, look what I found", yelled Clover. Alex and Sam came on over to her. "What is it", asked Sam. "I think it's instructions to those freaks that broke in." Clover then read it aloud.

"Face, Creepy, Go-Karter,

At this base, I want you both to steal a special laser that is being made here. Go-Karter, you should be able to drill in and out of the base without being detected. DO NOT BOTCH THIS UP! THIS LASER IS ABSOLUTLY VITAL TO OUR PLANS! Creepy, pretend you are an escaped lab animal and get the Professor and anyone in there out of the way. Face, wait with Go-Karter and head in with her. This mission will take 1 hour, and we get one chance, and ONLY one chance.

Once complete, meet us back at our base of operations.

Your masters,

Rocky and One.

P.S. Destroy this note after reading it, otherwise some bubble-headed nitwit could just fall on it and learn of what we did!"

The spies looked at the note in disbelief. "Okay, this is just plain silly. Either these people are complete nutjobs or they are new to the business", said Clover. "What business", asked Alex, not knowin any better. "Hello, I am reffering to them being new to be being bad guys." "We better call Jerry and update him on the situation", said Sam. "Um", said Alex, "Why don't we follow that tunnel? It show us the way to the bad guys and where they came from." "The military tried that Alex", said Sam, "All it led to was outside the wall surrounding the base, and the thieves were long gone." With that she opened her X-powder, and a hologram of Jerry appeared in the base. "Oh", said Jerry, "Hello girls. How's the mission?" "Well, apart from finding this screwy note, we have nothing", said Clover. "Oh, but we don know who those three are." "Oh", said Jerry, "well who are they?" "According to the note, their names are Face, Creepy and Go-Karter", said Sam. "Face, Creepy and Go-Karter", said Jerry as he typed them in. "Sorry, but I have nothing on them. Did you figure out anything else?" "Only they might go after the prisms made specifically for the laser", said Alex. "Hmm, yes, I do recall those prisms now. I will provide you three the location and you can head over there to guard them." "Great, now we can meet these three henchmen of Rocky and One", said Alex. "Rocky and One", asked Jerry. "According to the note, those are their leaders", said Sam. "Hmm, I will still try to gather info on these criminals, meanwhile, guard those prisms." "You got it Jer", said Clover. With that Sam closed the X-Powder. "Well, we know where we have to go next", said Sam

Unknown Area -12:32 P.M

Face, Creepy and Go-Karter lugged the huge laser into a huge area full of pipe and wires. They placed it on the tiled floor before a huge pillar that had a catwalk on top. Two figures appeared on it. One looked human the other looked like some overgrown bug. "Aaah", said the bug, "I see you three were successful." The human clapped his hands a little and said, "Good work." "Of course", said Face. "Anything for the masters." "With this, our plan comes closer to completion", said the bug. The human then said, "We just need one more thing. I need you three to break in at one more military base. In it you will find some prisms. They should be locked away in the vault of the area." "How do you know all this", asked Creepy. "First, we are the glorious leaders, and you are just worthless minions. Second, we learned this when we hacked into that base's computer", said the human. "And third, if we didn't instruct you, we wouldn't have a story", said the bug. "So get going", yelled the human. "YES ROCKY AND ONE", said the three unanimously as they ran away.

Once the three goons were gone, the bug turned to his comrade. "It was a good thing you stumbled on this when you did", said the bug. The human grinned a huge grin and said, "Of course, and soon, with it in our hands, not even Action Extreme can stop us!" The two laughed loud laughs at their scheme

Different Military Base Vault - 9:30 P.M.

The three spies where at their posts, hiding in different areas outside of the vault. On the huge door, covering the vault was a sign that said, "No Removal Without Clearence. Reasearch Usage Only."

Clover was starting to get board. Using their X-powders, they contacted each other. "I have nothing", said Sam, "What about you Alex." "Nothing yet, what about you Clover." "Hello, this is, like, boring and pointless. If those three don't show up soon, I am going to so die of boredom." Suddenly they heard a drilling noise. "Well it looks like you got your wish Clover", said Sam, "Just wait until we can catch them off guard."

A second later, a huge drill like machine drilled right through the floor. Then it shape shifted into a robot. Behind it came the monkey and the Face guy. "You know, why don't we just cause some chaos, take what we came and blow up the place", asked the Face guy. "Because we want to do this fast and to save our energy", said the monkey. They approached the doors. "Is this it Go-Karter", asked Face. "Yes, my sensers are locked on to the prisms frequency. They are here." "Good", said Face, "Let's blow it and get out of here." "Okay girls", said Sam, "NOW!" With that the spies jumped from their hiding places.

"Hold it right there you freaks of nature", said Clover. The Face guy started to power up. "Hyper. . ." He started to say. "Wait", said the monkey. "These three don't appear to be from Action Extreme." "Action Extreme", asked Alex, "I have no idea what you three are talking about, but if you three don't come along peacefully, we will so send you back to Rocky and One bruised and battered." "How did you know our masters", asked the Face guy. Clover held up the note and said, "You three, totally need to keep better tabs on your possessions." monkey growled and took theFace guyby the throat, yelling, "YOU TOLD ME YOU DESTROYED IT!" "Me", asked the Face guy, "But Creepy, who knew anyone would find it in the tunnel."Creepy let go ofFace and turned to the spies. "Anyway, what we doing is not your issue. Leave us be, and we will spare your lives. Resist, and you shall be punished."

Clover looked sour faced and said, "Surrender. Yeah right, and let you run off those prisms." Face then said, "Very well, Creepy assist me with this, Go-Karter, try to open that vault." "Got ya Face", said Creepy (the monkey). "Affermitive Face", said Go-Karter. Turning to the spies he said, "I gave you a chance now you must face me, The Face of Pure Evil!" "And me, A Creepy Monkey, ooh, ohh, AH AH!" The spies just stared and Sam said, "Yeah." Alex said, "For sure." "Whatever", said Clover.

With that the Creepy and Face ran towards the spies, who began fighting them. Sam and Clover handled face, while Alex busied herself with Creepy.

Clover and Sam fought well against Face, but Face showed gave them a hard time. They managed to land a few kicks on him, but to little avail. Alex was having a hard time with Creepy considering, for a man-sized monkey, he was smart. "I can't believe that I am dealing with a creepy looking King Kong", said Alex. "Don't compare me to that stupid throw rug, for I am ten times more intelligent than the normal monkey!" With that he transformed into his monkey form. "Oh oh, AH AH", said Creepy which was monkey for, "And I know well enough to stop you with this!" "Huh", asked Alex, not knowing what he said. Creepy ran up and bit Alex on the arm so hard it went through her spy suit, and into the flesh. "AAAAAAAH", screamed Alex. "Now I am going to need a rabies shot!" With that she started trying to pry Creepy of her harm.

Meanwhile with Face, Sam managed to lay a drop kick on Face's ugly mug. With that he showed a major grimace of anger. With that, he started punching and kicking in frenzy."Okay, you need serious anger management, you ugly faced freak", yelled Clover as she dodged. "I am not a freak, I am a demon, a demon of darkness!" "Demon", asked Sam, "You are a demon?" "Yes, as is Creepy and Go-Karter! Soon, with help from our masters, we will rule the world!" "Pssssh", said Clover, "Puh-lease, as if we never heard that one before." Face was really peeved at that remark that he grabbed Sams arm and twisted it so hard that she winced and he gave Clover a hard punch in the ribs, which caused her to collapse.

Go-Karter, all the while was busy trying to crack the safe, but to little avail. "Oh, forget this crack combo stuff. I'll just blow it open!" With that she backed up and said, " Hidden Ammo!" With that a bunch of missiles rocketed off from her and hit the safe with a resounding boom! She entered and came back out with a metal case. "Creepy, Face, lets go, we got what we came for." Face stopped his scuffle with Sam and said, "You live for today, but if we should cross path's again, we shall show no mercy!" With that he threw Sam to the ground. Creepy let go of Alex's arm and jumped away from her, but not before, jumping off her head. "Ow", she said. Go-Karter Ran past Alex, and when she did so, Alex yelled, "Stop you crazed robot!" As Go-Karter ran past Face to the hole, Face yelled, "Evil Inferno!" With that his hair stood out and a huge bombardment of flames filled the area. "This should hold them", he said.

However, as he turned to go, he failed to notice Sam getting up, and take out the Spit-Ball Tracking device. She gathered up a bunch of spit, spat into the mouthpiece of the device, and in response, at the end of the device, a huge wad spat out and slapped onto Face's back. Since Face was in a rush to get out, he barely noticed.

Outside, Go-Karter put down the case to transform into her vehicle mode, a souped up Go-Kart that was surrounded by a blue, triangle-like casing, and had room in it for four passengers. She went into flight mode, when Face and Creepy entered her, along with the case.

As they flew away from the base, Creepy asked Face, "I wonder, if those three were not from Action Extreme, who where they?" "Who knows, at least we have the final key for our masters work", Face said, opening the case. Inside, niched padding, was six prisms.

Sam and Alex managed to get the collapsed Clover out of the burning room. A few minutes later, she regained conciousness. "Ow, what happened." "They got away", said Alex. "What?" asked Clover in surprise, "You mean we failed?" "Not quite, I hit that Face of Pure whatsits guy with the Spit-Ball tracker." With that she took out her X-powder and sure enough, it showed a dot heading away from them. "Good work Sammie, now we can just follow them to whoever and wherever they came from." With that they ignited their Jetpacks and flew off.

* * *

AN: Okay, I know the ending is a bit clichéd, but it's the best place for me to stop. Ed, I know you are reading this, don't worry, Action Extreme will show up in the next Chapter. By the way, I hope I did an exceptional job on this. 

I also like to give thanks to one other reviewer out there. Mat49324! This humble author is not worthy of such a review! I really thank you for reviewing this, and I hope you enjoyed this chapter as much as well. Until next time Adios!


	3. Chapter 3

Totally Extreme

Chapter 3

Here we go, another chapter. Enjoy

Horrorsville- 11:23 A.M.

Horrorsville, a seemingly normal, town, from the outside, but it is not so average, as our spies are about to find out. They landed, just on the outskirts of the town, Sam was looking over her X-powder to see if this was the area where the demons went to. Soon, though, the blip gave out. "Oh dear, the spit ball tracker must have worn out." "Well", said Alex, "At least we know they are somewhere in there", said Alex pointing to the town. "What is there", asked Clover. They then noticed a huge bill board that said, "Welcome To Horrorsville." The name of course made the spies give a screwy look at the sign. "Okay, like what kind of totally stupid name is Horrorsville", asked Clover. "Well, whatever it's name is, we minus well go in and investigate", said Alex. "WAIT", yelled Sam. "We can't just stroll in there looking like spies. Besides, those demon thingys might recognize us." "Oh yea, good point", said Alex. With that they pulled out their X-powders.

After looking through an assortment of disguises, they each selected one and the clothing replaced their spy suits as it was teleported onto their bodies. "Now, let's check out this Whatitsville", said Clover. "Horrorsville", said Sam. "Whatever", said Clover.

A few minutes later, they were walking the streets of Horrorsville. The spies kept checking the surroundings for anything strange or unusual. "Aside from the name of this place, nothing odd is going on", said Clover. "Yeah, those three demons could be anywhere", said Alex. Soon they heard their stomachs growl. "Well, why don't we find a place to eat, for starters", said Sam. "Yeah, good idea", said Clover.

A few minutes later, they found a fast food resterant, on the sign was a logo marked Burger Freak. "Okay, what kind of self-possessed mind would create a name like that. I am surprised it's in business", said Clover. "Let's just go in", whined Alex, "I need something to eat." "Okay", said Sam, "I just hope the name is just a name."

* * *

Inside, at one of the many tables, a dark-haired, young man, wearing a black sweatshirt and black pants, was busy talking with his sister, who has short yellow hair, has a blue vest over a light blue shirt, and blue jeans. Nearby were three other boys, one was odd looking, he had the hood of his purple sweatshirt over his head and what made him look odd was the fact his face was green looking. As for the other two, one was wearing a blue hat, and had glasses, the second had brown hair and was a little short. 

"And so", said the green-faced guy, "I said to him, 'THAT'S NO BUG, THAT'S MY MOTHER!'" He then bursted out laughing. Everyone just stared at him, not getting the joke. After he stopped the green-faced guy said, "I am wasting my best material on these sons of a b. . ." Before he could finish, the door opened and the first to notice was the cap guy. "Well, look who just walked in." The whole group looked and saw three girls, one with long red hair, the other with short blonde hair, and the third with very short black hair, and had darker skin than the other two. The blonde haired girl was wearing a red tube top, with a red skirt, and had red high heels. The red head had on a blue shirt; with a purple skirt (She wore that in Child's Play). The black haired girl had on blue blouse with a white rippled skirt (as seen in the episode Abductions). The group at the table looked at them. "Psst", said the brown haired boy, "Alex/Ed, seen 'em before." "No", said the dark-haired young man, who was Alex/Ed, "I have never seen them around before." "Hmmf", said his sister, "They look like a bunch of prepped up, snotty, valley girls." "Shortstuff", said Alex/Ed, "Shut up." They looked on as the girls made their way to the counter.

As the girls looked on a the menu, the blonde haired on made a face at one of the items. "Burgerburger? Okay, what kind of an idiot would give a stupid name such as that to a hamburger?" "I would happen to be that idiot", said the guy at the counter. He was an African-American with braids. "And I happen to take great pride in my food thank you very much." He looked them over, "Seeing as you three are out of towners, I'll over look this. Now, choose something."

The girls looked over the menu and finally came to a conclusion on what to order, "Okay, we will taketwo orders of Burgerburgers, one veggie burger, Crispy Fries, and Choka-Cola", said said the red-head. "Gotcha", said the guy. "Don't you mean, Coca. . .", the black-haired girl was interrupted when the guys hand slapped over her mouth. "Shhh. You wanna get sued!" (AN: Yes this is a Simpsons reference) The girl shook her head. "Good, now find a table and I will bring it to you in a minute." With that the spies went looking for a table. They saw a good booth near one of the windows, which was right across were Alex/Ed and his friends were sitting. So, they sat down and awaited their food to be served. "Okay, so far this town is like, freaky", said the blonde. "Totally", said the dark-haired girl. "Well, judging by the look of those demon characters, it makes a perfect place to hide", said the red-head.

Suddenly, to their surprise the resterant guy appeared and handed them their food. "There you go", he said. The spies looked at the food. The red-head and the dark haired girltook thier Burgerburger and took a bite, and suddenly thedark-haired girlwent, "This is the BEST BURGER I HAVE EVER TASTED!" "YEAH, MAKES THE OTHERS TASTE HORRIBLE", said thered-head. "YOU LIKE IT", said the guy. The two nodded. "GREAT! I like it when my custemers like my food!" After calming down he said, "Well enjoy." With that he walked away. The red-head then said, "The names may be corny, but the food sure isn't." "That's because Joe likes to please his customers." The girls turned to the guy who spoke, it was Alex/Ed.

The girls looked him over. "Who are you", asked the blonde. "Oh, sorry. My name is Alex/Ed." "Really", said the dark-haired girl, "I have the name Alex too, only it's short for Alexandria." "I see", said Alex/Ed. Then looking at the blonde and red-head he asked, "Who are they?" "I'm Sam", said the red-head. "And my name's Clover", said the blonde. "I have never seen you three before", said Alex/Ed, "You live here?" "NO WAY", said Clover, "Why would I want to live in a town with a stupid name." Alex/Ed just rolled his eyes and said, "O. . . Kayyy." Soon Phluffy and everyone else at Alex/Ed's table came on up. "Oh hey guys", said Alex/Ed. "So, Alex/Ed", said Ben, who are these three. "Oh, yeah, these three are Alex, Sam and Clover, and in case you were wondering, they are not from Horrorsville", said Alex/Ed. "If you three are not from Horrorsville", said Phluffy, "Where are you three from?" "Oh, we're from Beverly Hills", said Sam. "I KNEW IT", screamed Shortstuff, "You three are nothing but a bunch of bubble-headed valley girls!" "Shortstuff", said Alex/Ed in a concerned tone. Alex gave a look and said, "Listen kid we are so not from the Valley!" (AN: Okay, I heard this "valley" being mentioned by Alex in both First Brat and I'm Stuck in the Middle Ages with You, does anyone know what the heck is she talking about?) Alex/Ed whispered, "You must forgive my sister, she is very tough and angry most of the time." "I can tell", said Clover. "Anyway", said Alex/Ed, "These guys here are Phluffy Cockradio, Michael, Ben, and of course my sister, Shortstuff." Sam tapped Micheal's shoulder and whispered, "Is Shortstuff her real name?" "Legally yes, originally no."

"So", asked Ben, "What brings you three to Horrorsville." "Well, let's just say, we came due to our job." "Really", said Phluffy, "What is it?" "Well you see. . .", suddenly, before Clover could make up a story, the lights went out. "What happened", asked Micheal. Shortstuff ran to the window and said, "It's not just here. The whole city is blacked out." The other members of Alex/Ed's party looked out the window in wonder. Seeing it as the opportune moment to escape, Sam, Alex and Clover ran out of the resterant.

* * *

Outside of Burger Freak, the girls quickly commented on the situation. "I think this power outage might have to do with our demon 'friends'", said Sam. Clover opened her X-Powder and said, "Let's contact Jerry." Within a minute, Jerry's hologram appeared in the X-Powder. "Hello girls, what can I do for you?" "Jerry, we need you to track where all the power is being routed in a place called Horrorsville, we think someone is using the prisms for something." "OH, so you are in Horrorsville are you", asked Jerry. "You know this place", asked Clover in surprise. "Well, I only heard rumors of that place. Well anyway", said Jerry as he started typing, "It turns out the city's power is being redereted to this old aboned steel works factory on the outskirts of town." "Then let's head over there", said Alex. "Thanks Jer", said Clover. "Good luck spies, and be careful." With that, Clover closed her X-Powder, but not before she and the others used the X-Powders to put on their spy suits. They ignited their jetpacks and headed of.

* * *

Meanwhile inside Burger Freak, Alex/Ed and company were having a talk of their own. "Do you think it's them again", asked Alex/Ed. "Who else, besides it's clear today, so the only way a black out can be done is by a power outage", said Shortstuff. "But the question is why are they doing this", said Micheal. "Let's get to the HQ, we can track the source of the power drain there", said Phluffy. Everyone nodded in agreement and headed out.

* * *

Abandoned Steel Works Factory- 01:32 P.M. 

"There it is", said Sam. Up ahead was huge factory, old and aged. "It figures they would want to use the prisms here", said Clover, "That's the oldest bad guy trick in the book." "But the question is, where", asked Sam. "I've got it", she said, taking out the m-ray contact lenses. She put them on her eyes and peered through the metal interiors. "I see them, they are on the factory main level." "Okay let's head on in", said Sam.

They landed on the roof and entered through the roof entrance. The spies then began making their way down to the main level. Along the way Clover began staring at the rusted walls and leaky pipes. "Eww, nast", she said, "Couldn't they have picked somewhere nicer to carry out their plan, like say a shopping mall?"

Soon they found the main hall, but as they entered Sam noticed something. "Hey, it's empty." Turning to Alex she said, "Alex, I thought you said they were on the main level." "I did, I saw them with my own two eyes through the m-ray contacts." "Well, they are not here now, it's as vacant as a. . . .ooof!" Clover got interrupted because someone nailed her from behind. "Clover what. . . off", Sam then got nailed too. "What's going. . . Ack", Alex then got nailed.

* * *

Sam was the first to regain consciousness. She found herself tied to a chair, as was Clover and Alex. Alex and Clover soon stirred and came too. "Oww, what happened", asked Alex. "Hello", said Clover, "Isn't it obvious, they somehow knew we were coming, and set the trap for us." "Too true", said a crackling voice. "However, we intended to catch a different trout than you three small minnows", said another. 

"Okay, I don't have any idea what they said, but I think that minnow remark was an insult", said Clover. "Who are you", yelled Sam.

"We are the ones controlling those three demons, which are known as the Demon Triple Force, for obvious reasons", said the crackly voice. "And we are their one and only true masters." Then from out of the shadows, in front of them, stepped huge brown cockaroach and a young man with a sinister looking red face. The boy then spoke, "We are Rocky and One, otherwise known as. . . Battle Beyond!"

Okay, this is were we leave the spies for now. Will the spies escape their doom? What is up with Ed and co.? What is the sinister plan behind Battle Beyond and the Demon Triple Force? Is the sky blue? Will this fic cause me to get sued? Is this practically the worst chapter I have written thus far? When will I stop asking stupid questions? Wait until I upload next time, same fanfic category, same fanfic webpage.

P.S. Ed, I know of their true hideout, but I set up this place for a reason, just to let you know.


	4. Chapter 4

Totally Extreme

Chapter 4

pant pant catches breath Sorry I have not updated in while, I had to finish up my semester. Keep this in mind, life of a college student is NOT EASY. But know that I am off until the fall, I decided to take a moment or two to write up some updates, starting with this one! Oh, and SP Action Extreme 2 Noid, thanks for your e-mails on our characters and some info on the spies. And Mat, thank you for those reviews! Well, on with the story.

Rocky and One sneered at the two girls. Rocky was a cockroach the size of a teenaged boy, he was standing on his hind legs, with the rest acting as arms. He had a zigzag like mouth and human-like eyes. One looked just about normal. He was tall, and had black hair. He was dressed in a dunub jacket with a red t-shirt underneath, which was tucked into a pair of jeans which he wore a belt around. He had on a pair of leather loafers. His face was red and his eyes had a sneer-like look. He, at times, gave them a huge sneer.

The spies looked at their capters and gasped at who they were, Clover gave a huge grimace at seeing Rocky. "OH NO! NOT ANOTHER GIGANTIC BUG BATTLE!" (A little reference to 'Creepy Crawly Much'). Rocky snickered, "I see blondie over there has thing on bugs." "Well you would too if you happened on a guy who was using bugs to take over the world", said Alex and then gasped and said, "You are not going to make me your queen are you, I have a fashion statement on being a gigantic bug." Rocky again laughed, "Why would I, Rocky Cockradio, the half-cockroach, half Kamader, want a stupid human like you as a queen." Then getting up in Clovers face he said, "Once our plan is put in action, all you humans will be my slaves!" Clover just made a face and said, "Eww, could like so not talk into my face, you have breath that smell like you just ate some garbage." "I know, that's what I had for lunch", said Rocky, and with that he pulled away, and Clover just face faulted.

Sam then got curious and said, "Kamader, what is a Kamader?" "It's a shift-shaping alien with regenerative powers, they were the ones that created me and my brother", said Rocky. "Okay, a brother, great, just what I need, another man-sized cockroach." "Make that a man-sized shape shifting, half-cockroach you dummy", said One. "By the way, why are you called One", asked Alex. "Simple", said One, "It's short for, THE EVIL ONE!" "The Evil One, okay, now that is the lamest name I have ever heard", said Clover. "BE QUIET! I am called that because I have been manifested by ever single evil ever made!" "If you are so 'evil', why are you helping this cockroach with his plans", said Sam. "Let's just say we became fast friends when we first met." "But he wants to rule all humans", said Alex, "Won't that put you in danger?" "No, because he and I are after the same thing, and it's better to work together than against each other. Besides, he can rule all the humans on this planet as he wants, I have bigger fish to fry." "So what do you want", asked Sam, "The whole galaxy." "No, ALL OF REALITY!" "ALL OF REALITY", gasped the girls, "You mean as in other dimensions, other universes", asked Sam. "Ping pong, ping pong", said Rocky, imitating a bell on quiz show, then he said, "And with the items we have we both will have what we want." "Exactly", said One. Then he walked up to Sam and said, "Of course I would be more than happy to have someone as lovely as you rule with me." Sam glared at him and said, "DREAM ON!" Sam then spat in his face and managed to use one her legs to kick him in the family jewels. "OOOOOOOOH!" screamed One. "Serves you right", said Rocky. "Shut up", said One, who manged to recover, and then turning to Sam he said, "and you will be fortunate to know, you're not the first girl to have done that." "Who could blame them, I mean, hello, you are such a low life", said Clover.

Rocky went near a large cloth that was covering a piece of machinery. "We shall see which life is lower after we get our latest invention working." With that, Rocky pulled off the cover. It revealed a huge circular arch made of mostly of what appeared to be sandstone, but some parts of it where mechanical. The prisims where on slots on a mechanical circle that went around the arch. On top of the arch was a rectangular hole with which the prisms could pass through.

Alex just stared at it and said, "You mean to tell me you stole the laser and the prisms just enhance you home decorating." Rocky, One and the Demon Triple Force fainted then recovered. "No, not exactly", said One. "This little device is something leftover from the Mystics, a cult I once knew a long time ago." "How long ago", asked Sam. "About 9, maybe 10 thousand years", responded One. "And you are how old", asked Clover. "My reincarnated body is 18 years old. But my spirit is technically 10 thousand years old, give or take a century." The spies sweatdropped. "If you are that ancient, WHAT HAVE YOU BEEN DOING ALL THIS TIME", yelled Clover. "I WAS TRAPPED IN A CRYSTAL IN THE LIMBO OF ALL OF REALITY KNOWN AS THE WARP WORLD", yelled One, who hated being reminded of that event. "Sorry I asked", said Clover. "Anyway, resuming what I said, as you know my goal is to rule all of reality, but so far, we have been using this." He held up an old book. "The Book of the Dimensions to travel from reality to reality, plus it has lot's of good spells too. But unfortunately the process is too long, and when our enemies show up we have to retreat." "Those enemies wouldn't be known as Action Extreme would they", asked Alex. One ran up, and held a baton-like device up to her, holding it like a staff. "You wouldn't happen to be a part of them would you." "No", said Alex, "Your demons over there just mentioned them." "Is this true Face", asked Rocky. "Yes", said Face, "And through our battle they didn't transform once, nor did they use any powers." "Any, powers", inquired Sam. "Hmm, makes sense", with that One took the device away from Alex. "Getting back to the subject, when we finally realized the problem, Rocky said, 'there must be a faster way' and then it hit me. This device, which was created by the Mystics to solve that problem long ago, the Inter-Dimensional Arch!"

"Blah, blah, blah", said Clover, "Just tell us what ya gonna do with all the stuff you stole." "Though you'd never ask", said One. "While this device still works, the years have taken it's toll on it, and some of the necessary things needed to work it were lost in the midst of time." "So", said Rocky, "We needed to find a method to replace what was missing, and after hacking through the net, we found out that the military was experimenting a similar method the Mystics used when they made the portal." "A laser capable of generating a portal when defused properly through the prisms", said Sam. "Correct", said One, and again using the yellow baton-device, he used it to point to the laser hanging on the ceiling and pointing straight at the hollow square. "And that diffusion lies in the Arch. Once we have successfully re-created the process, we will be able to travel, to countries, to planets, to other universes in a blink of an eye." "And it will be so fast that even Action Extreme can't get us", said Rocky.

"Not if we have anything to say about it", said Sam. "Oh really, last I checked you are tied up with no way to get loose", said Rocky. Then getting up close, he shapshifted one of his hands into a lobster claw and placed it in front of Sam. "And after this is done you three will be our slaves." With that he gave the claw a 'snap, snap', and then he shapshifted it back to normal. "I would have to have at least the red-haired on for myself", said One. "You are desperate for a date aren't you", said Rocky. "Yeah, kinda", said One, moping. "Well come on, let's get this thing rumbling", said Rocky. He walked past one, and climed a ladder up to platform that contained controls for all the components of the Arch. One turned and said, "Face, Creepy, keep an eye on these three, Go-Karter, come with us." "Yes sir", said Go- Karter, who followed after One. Face and Creepy took their posts in front of the spies.

"Okay, we know the plot, know what are we supposed to do", asked Clover. "Simple, we use our laser lipsticks to cut the ropes", said Sam. "Oh yeah", said Clover. With that, they reached into their packs and managed to pull out their laser lipsticks and managed to turn them on with the laser pointed at the ropes. The lasers from the laser lipsticks cut the ropes quickly, and was unnoticed by two Demons, especially since they have their backs turned.

Meanwhile, Rocky and One were busy beginning the power up procedure for the laser, and the mechanisms in the Arch. The metallic circle was beginning to spin, slowly. "Power output is at 29 ", said Rocky. "Good, keep it up", said One. "Go-Karter was nearby, being a body guard.

The spies, now free from the ropes, quickly snuck up behind Creepy and Face and punched their lights out. "Gyaa", went Face. Eeeek", said Creepy. "Well that takes care of Ugly and the Beast", said Clover, dusting her hands thustly. Sam looked up to the platform Rocky and One were one and said, "We need to stop Rocky and One from powering up the Arch!" "Well let's go", said Alex, as they ran towards the platform. Nearby, Face and Creepy recovered. Creepy groaned and said, "How the heck did those three get free?" "I don't know", said Face, "But we should try to stop them." "Well duh", said Creepy. With that they followed after the girls.

Meanwhile, Go-Karter saw the spies and the demons approaching. "Masters Rocky and One, it seems somehow the three girls we have captured have escaped and are approaching. "WHAT", went Rocky and One. "How did . . ." Rocky then just stoppend and said, "Oh, never mind, we'll just take care of this ourselves." "Go- Karter, stay here and guard the control panel", ordered One, "Whatever you do, don't let anything stop this control panel." "Yes sir", said Go-Karter.

The spies almost reached the ladder reaching the control platform, when Rocky and One jumped down. "Well done", said Rocky, "We never expected a team of Valley Girls to escape that easily." Alex groaned and said, "How many times do I have to say this, WE ARE SO NOT FROM THE VALLEY!" "Whatever", said One, "But the only way to get to the controls is though us!" With that Rocky and One got into a battle stance. Behind the girls Creepy and Face showed up. "Sorry we let them escape masters, but don't fret, we shall aid you to make up for our failure!" With that they too got in battle stances.

The spies looked them over. "Okay, a demented boy, a creepy looking monkey, a guy with a face not even a mother could love and roach-zilla", said Clover, "I'd say the odds are in our favor." "Let's take em on", said Alex. With that they got into battle stances.

In a few minutes the teams launched at each other and the fight began.

Okay this is where I will stop for now, but don't worry, the next chapter will have loads of action. I also like to thank SP Action Extreme 2 Noid for helping me with this. Soniclover, I also thank you for reviewing this, and for reviewing Shadow's Story. And of course Matthew. I am finally off for the semester, so whenever I feel I can spare the time, I will write the next chapter. Until then, Ta ta.


	5. Chapter 5

Totally Extreme

Chapter 5

AN: Okay guys, here it is, the next chapter. I sure hope I did a good job on the fight scene. And by the way, this part was what I was planning to use the gadgets for. Enjoy!

As the bad guys jumped towards the three spies, the spies jump kicked towards their own respective targets. Sam decided to take out the two demons remaining from the Demon Triple Force. Alex decided to attack Rocky and Clover set her sights on One.

Alex started off on Rocky with a few kicks but Rocky used his four arms to protect himself. "Ugh", said Alex while she tried to land a blow on Rocky, "You sure know how to put those arms to good use!" "You havn't seen anything yet", said Rocky and he shape shifted his arms into metal blades. "Eep", said Alex. It was now her turn to start dodging.

Meanwhile Sam was busy with Creepy and Face. Face was pretty furious with his fighting and while Creepy managed to input a kick or a punch, Sam managed to thwart him off with a graceful dodge. "Enough of this", said Creepy when he had his fill, "SCAR BLAST!" When he yelled that the scars on Creepy's face lit up and fired a blast of energy towards Sam. "Uh, oh", she said as she got the full gist of it.

As for Clover she fought unarmed (at the moment against One) while One was using his wand-like device against Clover, mainly as a bo (it's like a battle staff). After getting out of a stalemate block, One swiped the device at Clover but she dodged using a back flip. Again Clover tried to lay a few punches across One, but he blocked them with his device. Once again they got into a stalemate block and One said, "You know, for a bubble-headed blonde, you sure put up a good fight." "Well", said Clover who was still struggling, "I thank you. It's rare that the bad guy gives a compliment! You sure put up a good fight yourself." One pushed her away and said, "Yes, but that's childs play compared to this." He pointed the wand-like device at her and yelled, "ATOMIC LIGHTNING!" Soon electricity started shooting at Clover. "Oh, great." She started dodging the electricity. "I don't know what to worry about more, avoiding getting shocked or avoiding getting my hair ruined."

Meanwhile, Sam was recovering getting blasted across the room from Creepy's Scar Blast. "Ow", she said, then taking out the Tornado 9000 hair dryer she said, "Time to give that monkey a good grooming!" She stood up and ran towards the two, who were high fiving each other. She pointed the hair dryer at Creepy. "Oh, look at this, she going to try to use a hair dryer on me, what are going to do, blow me to death." "Not exactly to death, but yeah, I am going to blow ya!" With that she fired it. Face quickly dodged while Creepy got a huge gist of it. It forced him to try to hold on to something but eventually he gave out and got blown into a wall, knocking him unconscious. "Did anyone get the name of that car", he said before he passed out.

Meanwhile Alex was still tangoing with Rocky, as the conniving cockroach tried to carve her up like a lamb. Quickly Alex took out her laser lipstick and said, "Maybe this will stop your cutting limbs." "By what, making me over to death", he said laughing. "Not quite what you think", said Alex, with that she dodged another swipe and Alex fired the laser which cut through two of Rocky's razor legs." "Ow", he said, "ow you sick, you sick!" Then he laughed and said, "Gotcha!" With that new arms re-formed on the ones Alex cut off. "Oopsie", she said (AN: I was itching to find a spot for one them to say that).

Back with Sam, she was busy dealing with a very angered Face. After a few more dodges she pulled out the stun tan lotion, and then said, "Hey Face, you look a little pale. I suggest you tan more in the sun. BUT DON'T FORGET THE SUN BLOCK!" With that squirted the bottle of stun tan at him which went all over him. He laughed and said, "It takes more than . . ." but then he froze, for it got to him. Sam wiped a bead of sweat of her head and said, "Phew, that that I am done with Ugly and Uglier, let's see if Alex and Clover need help with Big Bad, and Bugzilla!"

Alex was once again squaring off against Rocky. Rocky was once again trying to slice her up, but Alex was too athletic to be caught off guard. "That's it", said Rocky, "RAPID SPIKE!" With that, his arms just fired off him, as spikes, and new ones took there place. "Uh Oh", said Alex. Quickly she fired her bungee belt at the ceiling, and, once the end attached to the surface, she pulled herself up and out of the way of the spikes. "What did . . .", asked Rocky but then looked up and said, "Aha, there you are. That was smart, but let's see you avoid this." "SUPER RAPID SPIKE!" With that he fired his spiky apangeges again, but then he regenerated them and fired again. Soon it became like a machine gun. "Alex was dodging left and right by swinging on the bungee belt's cord. "Great, I how am I supposed to get out of this one." Then a light bulb went off in her head, and she took out her suction-cupped bottom go-go boots. She put them on, and flipped up onto the ceiling and began running out of the way of Rocky's spikes. "Hey, I didn't know that human could do that!" Alex provided enough of a distraction to allow Sam to hit Rocky from behind. "Ow, gotta work on sneak attacks", he said before he fainted. "Sammie, thanks for the hand." "No problem, now let's see if Clover needs help with One."

Speaking of which, Clover was busy dodging One's Atomic Lightining. "Hold still and accept your demise", he said. "Yeah right", responded Clover, "I'd rather chip a nail than give in to you." "So be it", said One. "NEUTRON INFERNO", he yelled and instead of lightning shooting from the wand device it was fire, and in a huge stream. "Oh, great, first the worry of fried by lightning, now I have to worry about being being scorched by fire. This guy is tough!" Again she tried to dodge the stream of fire, but she was starting to wear down. "Face it", said One, "It is inevitable." But that changed once he got knocked from behind. "OW", he said. The concussion caused him to drop the wand-like device. After rubbing his head he turned to face Sam. "So you managed to beat Face and Creepy. No matter I will deal with you myself . . .", then One froze. He realized that the device was gone. "Where's the W.A.N.D. (AN: Stands for Whirling Atomic Neutron Device)!" "You mean this", said a familiar voice. One looked up and saw Alex holding it. "Return it to me you blasted spy", said One. Alex pointed the W.A.N.D at One. "Deactivate the machine or you get fried by your own device." One just laughed and said, "Shoot me with it, and you will lose your last chance to stop the laser from opening the Arch. Rocky and I happen to have Go-Karter guarding the controls, and unless either Rocky or I say otherwise, you are not getting near them." "Last warning One", said Alex. One just knelt towards the W.A.N.D. and said, "Then go ahead and shoot me if you feel so confident." "Fine", said Alex, "NEUTRON INFERNO!" The W.A.N.D. just sparked and sizzled. One began laughing hysterically. "You didn't think that for a moment that I knew there was a chance someone may take my W.A.N.D. and use it against me! So as a safety precaution the W.A.N.D.'s triggering mechanism responds to only my D.N.A. signature!" With that he waltzed up and wrestled the W.A.N.D. out of Alex's hands.

After getting the W.A.N.D. back he stood back and said, "Now, to take care of you three." He then threw the W.A.N.D. yelling, "W.A.N.D.-merang!" The W.A.N.D. took the shape of a boomerang and was heading towards Alex. Alex dodged it and said, "Missed me." One shook his finger and said, "Boomerangs always come back to haunt you!" With that Alex got taken out from behind and One caught the W.A.N.D-merang after doing so. "Who's next!" Sam and Clover quickly huddled. "I have an idea", said Sam and she quickly whispered it. "It might work", said Clover. With that the two dashed sideways. "Hey One, bet you can't hit the broad side of the barn", yelled Sam. One glared at that remark, and said, "I will show you what I can do! W.A.N.D.-merang!" He threw the W.A.N.D. and Sam managed to dodge it. Clover than tapped on his shoulder. One turned and met a few thrusts, which he dodged. "Try this", said One. "Dark Cloud!" He thrust his palm forward when he said that, and a dark blue gas went from his palm and into Clover's face. "Aww", she said, as she fell to the ground and started quacking in fear. "Just to let you know", said One, "that attack I just did will force you to experience your worst memories, leaving you confused and helpless." He then laughed, until he got hit from behind, "Forgot about the W.A.N.D." He then collapsed. Sam sighed. He then walked over to Alex and woke her up. "What happened?" "Let's just say you had a bad close encounter with One's W.A.N.D", said Sam. Then seeing One she asked, "What happened to him?" "He had a bad close encounter with his W.A.N.D., thanks to a distraction by Clover", said Sam. "Oh", said Alex.

"Speaking of Clover", said Sam as she went near the now shacking Clover. "Come on Clover, snap out of it", said Sam. "Mom", said Clover, "Don't ground me, it was all Normie's fault (AN: Guess where I got that from). Alex came up and said, "What's wrong with Clover?" "One used this Dark Cloud attack on Clover, and now she is experiencing her worst memories", said Sam. "YOU CAN'T TAKE OUR PHONE PRIVILEGES AWAY MRS. BEUSEBOTTOM! WHAT IF I NEED TO CONFIRM A DATE", yelled Clover. (Bet you can guess which episode I am referring to here). "I see what you mean", said Alex. Alex started to slap Clover's face, "Come on girlfriend, get a ticket back to reality." "JERRY! HOW COULD YOU PUT MANDY ON THE TEAM", yelled Clover. (AN: Ha, ha. A reference to one of my favorite Season 3 episodes). "Oh, it's pointless, we can't seem to get her out of it", said Sam a few tries later. "How about this", said Alex. "CLOVER THERE'S A 50 PERCENT OFF SHOE SALE!" Clover's eyes lit up, "What really where!" (AN: What is it with girls and shoes) "She's back", said Sam. Clover held her head, "Ow, that was like one nightmare after another. That Dark Cloud gave me very unpleasant blasts from the past." "I know, now let's stop the reactivation of the Arch!"

Go-Karter was busy looking after the controls for the Arch, under the orders of her masters, Rocky and One. It seemed pointless since no one was attempting to get near it, until she noticed three certain spies climb up onto the platform. "Alright Go-Katrin or whatever you are called, we defeated your colleages and your bosses, so step away from the panel", said Sam. "I am afraid not human", said Go-Karter, "I have been given orders to protect this machine, and I refuse to disobey orders from my masters." With that Go-Karter started attacking them. Of course the spies dodged her attacks. "Okay", said Go-Karter, "How about this! HIDDEN AMMO!" With that a bunch of missles fired out from behind her and went towards the spies. "Great", said Clover. They quickly ducked sideways but the missles followed after them. "We can't dodge them up here", said Sam, "We have to get to the floor!" Clover and Alex nodded. The jumped to the floor the missles followed, they waited for the last possible moment, and then they dodged the missles who hit the floor with a large explosion (Not large enough to destroy the place, just enough to leave a burn mark in the floor). "Now with that taken care of, let's deal with", before Clover could finish, Go-Karter jumped from the cat walk and transformed into her vehicle mode. "Go-Karter", finished Clover. Go-Karter revved her engine and started to burn rubber towards them. "WHEN I AM THROUGH WITH YOU, THEY ARE GOING TO NEED A SPATULA THE SIZE OF A WIDE SCREEN TELVISION TO GET YOU OFF", yelled Go-Karter. "Oh great, now we have to worry about being road kill", said Alex as they jumped out of Go-Karter's way. Go-Karter u-turned and took drove at top speed toward them again. The spys barley dodged that. "We are sitting ducks just standing here", said Alex. "Right, time to Head For Cover", said a grinning Clover. Sam and Alex knew what she meant, time to use the Head For Cover Hoverboards.

"Hey Go-Karter", yelled Sam. Go-Kater, who had turned around for another shot, turned and saw the spy's on hoverboards. "Catch us if you can!" "You forget", said Go-Karter as she shapshifted into a rocket, "I can transform into any vehicle known to man." "Actually, we kinda didn't know that", said Clover. With that Go-Karter started hurtling herself at them while the spies used their hoverboards to keep ahead of Go-Karter.

At times they managed to dodge her, but Go-Karter had incredible speed. "We can't keep this up forever", said Clover. "Your right", said Sam. "I have an idea", said Alex. "Hmmm", said Sam and Clover as they leaned close to Alex to listen.

Go-Karter zoomed above the factory floor, searching for the spies, who somehow managed to lose her. "Grr", she growled, "Where did they go!" "Over here", yelled a familiar voice. She turned and there stood Sam. "You made a mistake showing yourself! Time to spearhead you!" She rocketed down to Sam but then Sam said, "What's the matter, afraid to run me over! I bet your so slow as a car, even older cars will drive past you!" Go-Karter got mad at this, went to the ground and shape-shifted to her vehicle driving mode. "No one bad mouths me but my masters!" With that she drove at her full blast. But then, from a nearby machine, Alex and Clover jumped into Go-Karter's back seat. "Time to put the freeze on you", said Clover, with that they leaned over the back and sprayed the tires with the Ice Queen Perfume. "Oh crud! I can't stop", said Go-Karter as she realized Sam dodged and what Alex and Clover did to her tires! "GYYAAAAAA!" With that she crashed into another nearby machine. The three spies stood behind her with their hands on their hips. "Two words for you Go-Karter, Snow Tires", said Sam (AN: For you 'The Batman' fans reading out there, yes I got that from that episode.)

A few minutes later the spies were back at the console, trying to stop the laser. Unfortunatly no matter how hard they tried, they couldn't stop the laser. "I don't understand, I have tried almost everything, and I can't shut down the laser", said Sam. "Here's why", said Alex pointing to a spot on the control panel. It contained a key ignition. "It turns out we need a special key to gain control of the panel." "And a shame, for I am the only one who has it", said a familiar voice. They looked down from the platform and down there was One, holding a key. Nearby where Rocky, and the Demon Triple Force. While the spies were busy with the control panel, Rocky, One and Creepy recovered, who then freed Face and defrosted Go-Karter's tires. Rocky stepped forward, as One zapped the key into his W.A.N.D. "We are impressed with what you have done in your attempts to stop us. But now you humans have got in our business long enough", said Rocky. "We give you one last chance to surrender." The spies leaped down from the platform and Clover said, "Please, like we would surrender to you guys." "Besides, we whupped your butts before, and we can do it again", said Alex. "Not if we do this", said Rocky. "Ready One", asked Rocky. "You got it", said One. They held out their wrists, then devices that looked like a button on a white watch band appeared on themRocky and One pressed the buttons and shouted, "BATTLE MODE!" The instant they said that, armor and helmets appeared on them. Rocky's helmet was green and had red pointed tips on top. The areas where his four arms and two legs were incased were red, as was the top of the body. The top was a red triangle incased in purple. The rest of the torso where two green hour glass shapes, stacked on top of one another, incased in blue.

One's armer was similar to Rocky's, except his helmet was blue, not green. The top had a triangle incased in blue except the triangle was right side up, not upside down. The torso had brown hourglass shapes encased in purple, and it ended in a right-side up dark green triangle encased in maroon. One's arms where encased in black leading up to dark green armbands with yellow at the ends. He had blue gloves on. His legs were encased in blue, except he had gray kneepads, and finally he had his feet encased in green.

When the transformation finished Rocky, yelled, "Rocky!" Then One yelled, "One!" And together they said, "BATTLE BEYOND!"

"Get ready Demon Triple Force", yelled Creepy and all three yelled, "HYPER FORM ENERGIZE!" With that the three changed. The three got muscular, and got on shoulder pads. Go-Karter got a face mask on her and her right arm changed into a blaster. Creepy got some oriental duds, such as a sash around his waste and some bindings around his anklesFace's legs got a lot stronger than the rest of his body, making him seem he could go faster (AN: Which in fact he can).

"Oh great, now we are in for some trouble", said Sam. "ATTACK", yelled One. With that the Rocky, One and the demons started fighting the spies. While the spies tried to get the upper hand, coupled with the fact they where outnumbered and with their new forms, Battle Beyond and the Demon Triple Force overwhelmed them. Eventually Face grabbed Alex by her ankles and held her upside down, Go-Karter gave Sam a blast and One sent shocks through Clover's spine with his W.A.N.D.

A few minutes later, Battle Beyond, still in Battle Mode walked over to the Arch. The Demon Triple Force where behind them, each holding a spy, and they where in Hyper Mode. One turned to the spies, "As punishment for your insolence, you three shall be used as test dummies for the Arch." Then looking closer at Sam he said, "Except you if you agree to become my Mistress of Darkness." Sam spat in his face and said, "In your dreams and in my nightmares!" "Face it **O**ne", said Rocky, "You are just not the ladies man!" "Aw, shut it Rocky", said One. Suddenly the warm-up for the Laser was complete and the prisms were swirling around the Arch at a high intense speed. The laser fired at the square at the top of the portal. A second or two later the arch was filled with energy, and a flat portal appeared. "At last! Soon all of reality will be mine to rule", said One, and turning to Rocky he said, "Of course all humans will be yours." "That's all I want!"

The two turned to the spies he said, "Now who should go first." "The dark haired one should go", said Rocky, "She is so stupid, no one will miss her" (note: This does not reflect what I think of Alex). Creepy, who was holding Alex brought her forward. He placed Alex in front of the portal. One stood behind her, using his W.A.N.D to provoke her. "If this portal works, you will be transported to another world, if it doesn't you will die", said One. "So get going", said Rocky, using his shape-shifted hands to provoke her as well. "You three, you are sick you know that! You two are as evil as evil gets! You totally need to get a life", said Clover. "That's it, Blondie is next if this doesn't work", said Rocky. "Oopsie", said Clover.

Rocky and One continued to push Alex closer and closer to the portal. Alex was about to walk through the portal when suddenly, BOOM! A nearby wall exploded revealing some familiar people. "WHAT", yelled One. "Not know", said Rocky. "Leave her alone Battle Beyond, your fight is with us", said a voice that almost sounded like Rocky, except it was less harsh and less crackly. The spies looked towards the busted wall and the spies gasped at what they saw. "No way", said Clover.

To be continued. . .

Well that's it, I am going to leave you hanging here for now. Only me and possibly SP Action Extreme 2 Noid knows what I put here, which I thank for proofreading this. I also thank Marty Seamus McFly for reviewing (and yes I do like Back to the Future and yes, that 10:04 was kinda a reference to it). I also thank Soniclover for reviewing (Sonic rules). Most of all, I thank Mat49324 for reviewing this fanfic thus far. And by the way, One is based off me, except he is full of evil, which is why he likes Sam (because I do, but then again, all three are great). Now I leave you all with a quote from one of my favorite episodes.

"Let's break out the U.P.W.A.T.I.s"

"Up whati?"

"Don't even start with that"

-Sam, Alex and Clover, Zooney World.


	6. Chapter 6

Totally Extreme

Chapter 6

AN: Sorry it took so long. A lot of stuff has been happening lately. Anyway, enjoy.

The spies couldn't believe what they saw! In the hole, that was recently made in the wall where the same people they saw at Burger Freak, except, in Phluffy's place was a man-sized cockroach that looked exactly like Rocky, except he didn't have an evil glare, and his skin was brown instead of green. "IT'S YOU GUYS", shouted Alex. "Grrrrrr", said One, "I HATE IT WHEN THEY INTERUPT US!" The green cockroach stepped forward and said, "Brother, I see you and One are up to your usual ways. . ." Then his eyes bugged out when he saw the spies, "Oh my (bleep)! What are you three doing here!" "Uh, would you believe we were just snooping about", said Clover. Sam then just registered something. "Hey wait a sec, where is Phluffy?" "Oh, you do recall this guy right", said Phluffy, transforming into his human state. The spies eyes bugged out. "No Way", said Clover. Transforming back he said, "Way!"

"Enough of this tea party chatter", said Rocky, "How did you find us here!" "Simple", said Shortstuff, "We traced the energy drain here on our computers." Rocky then yelled to One, "I TOLD YOU TO GET A GENERATOR!" "And waste all that money forget it", said One. Then he shook his head and said, "But never mind that, forget the girls, GET THEM!"

Battle Beyond lept at them. "Ready Phluffy", said Shortstuff. "You got it", said Phluffy. They turned to the rest of the group then they put up their wrists and watch bands appeared on them. They pressed the buttons on them and yelled, "ACTION MODE!" With that they transformed. When they were done they sported armor similar to Battle Beyond's armor, only they had red and yellow and green armor as well as some brown and red.

"PHLUFFY!"

"SHORTSTUFF!"

"ALEX/ED!"

"MICHAEL!"

"BEN!"

"ACTION EXTREME", they yelled.

After they finished transforming, Phluffy said, "Michael, you get the girls, Alex/Ed, watch Michaels back, they rest of you, let's kick some demon tail!" "Oh yeah", said Shortstuff.

As Battle Beyond and the Demon Triple Force launched themselves into the fray, Michael and Alex/Ed jumped over them and ran towards the spies.

Michael began untying them, while Alex/Ed kept a sharp eye out for anyone that might interfere. "Don't worry you'll be free in a sec."

Meanwhile, Battle Beyond was having a major fight with Action Extreme.

"WILD CARD", yelled Ben as he threw a deck of cards at Creepy. Some of them hit and Creepy got some gashes in his sides. "Ow", went Creepy.

Shortstuff went up against One. "Your mine little girl", said One. "Eat this", said Shortstuff, "RAPID FLAMES!" With that she fired a bunch of flames from her hands. "DARK ENERGY WAVE", said One as he threw out a huge energy wave to counter Shortstuffs attack.

Meanwhile back with Michael and Alex/Ed, Michael finished untying the spies.

"Thanks for your help. But how did you get powers like that", asked Sam

"No time to explain", said Michael. "What we want to know is why you three are here?"

Before the spies could respond, one of Rocky's spikes zooms by and would have hit them if Alex didn't yell, "WACTH OUT!"

The group dodged.

Clover then said, "I think we should explain ourselves after the battle is over."

"That makes perfect sense", said Alex/Ed.

Meanwhile back in the battle, Phluffy was dealing with a two on one battle between Face and Rocky.

"Calm down, dear brother", said Rocky, "It will be over soon."

"FAT CHANCE", said Rocky, "Scissor Spike!"

He fired from his arms scissor shaped spikes.

"Duck", said Rocky.

Face and Rocky did so and dodged it, well actually it hit a bit of Face's head hairs.

"That was a close shave", said Face. "But now it's time for some flaming Phluffy! EVIL INFERNO!"

Phluffy's eyes bugged out as the fire flamed towards him. Later it engulfed him. However, instead of a charred mutant cockroach it was a rock. "You should know better than that", said Phluffy.

Back with the spies, they were looking up at the platform. "Sam any ideas on how to stop it WITHOUT the access key that One is holding", asked Clover.

Sam thought it through and then she said, "I got it, it may not be pretty but it's the only way. All we need to do is find a way to get Go-Karter away from there."

Michael took out a staff that looked like a hockey stick. "Leave it to me", he said. "If I provoke her enough than she will come after me."

"Um, Michael, dude", said Alex/Ed, "What if she goes into her vehicle form, it is going to be hard to lose her."

"Take this Michael", said Alex throwing him her Head-For-Cover Hoverboard.

Michael took it and said, "A hoverboard. Where did you. . ."

"Well talk later, right now just get rid of the tin woman up there", said Clover.

Michael nodded. Then crying "PUCK SHOT" he hits a hockey puck of energy at Go-Karter.

"Who did that", she said.

"Down here you bag of bolts", said Michael. "Don't like that name then come and get me."

"I don't want to waste time with you."

After firing another Puck Shot at her Michael said, "Oh really, well it makes sense, seeing you will fall apart the second you transform. I mean let's face it, you pratically are a worthless piece of scrap."

That caught her attention. "What did you say", she yelled.

"You heard me, I don't have to worry about you running me over because the second you come after me, you will fall apart and be spare parts."

"THAT'S IT!" With that Go-Karter jumped down from the platform and transformed into her vehicle form.

"Time to run", said Michael grinning, and started running.

Go-Karter revved her engine and took off after him, and was quickly gaining momentum.

"Time to try this hoverboard thing", said Michael and when he did he took off at a fast speed. "WOAAAH! I GOTTA GET ME ONE OF THESE!"

The spies then quickly snuck up on to the platform, Alex/Ed of course remained at the bottom to keep an eye out for trouble.

"I sure hope they know what they are doing", he said.

Up on the platform Clover gave a similar remark, "I hope you know what you are doing."

"No problems", said Sam.

"Um", asked Alex, "What are you doing."

"Well if we can't turn this thing off, then we will destroy it", said Sam.

With that she pushed the lever on the laser control to 'WOOOOAH! TOO MUCH PAL!' and in response the laser started to get thicker and thicker with each pressing moment.

Soon the Dimensional Arc was buckling and becoming increasingly unstable. Then the alarm of the facility started going off.

Everyone stopped fighting and noticed the Dimensional Arc. "OH NO! OH NO", exclaimed One.

"What do you mean 'oh no'", asked Rocky.

"The power of the laser has been increased too much, the Arch can't handle this much power, it will destroy itself", exclaimed One.

"So big whoop, at least we would have won the day", said Shortstuff.

"That may be good news to you, but there is a bad side to this, THE GENERATORS CAN'T SUPPLY A MASS AMOUNT OF ENERGY THIS LONG!"

"So in other words", said Creepy.

Then everyone realized it, "THIS PLACE IS GOING TO BLOW!"

Everyone including the spies started to run out of the facility just as the generators started to explode.

As they ran out, One jogged up next to Go-Karter and said, "We are going to have a loooong talk about staying at your post after this."

"Understood master", said Go-Karter.

"AND I WILL PUNISH YOU MOST SEVERELY", said Rocky.

However as he said that, both he and one tripped over a pipe that was close to the floor.

Action Extreme, The Demon Triple Force and the Spies stopped and turned around to see Battle Beyond sprail on the floor.

"Come on", said Phluffy, "We gotta save them!"

Suddenly and explosion got in their path and the force if it was so huge it blew them straight out the door of the building.

As for the building itself it came-a-crumbling down.

"Masters", went the demon triple force.

Action Extreme powered down their suits and gave a moment of silence for the 'dearly departed' Battle Beyond.

"They may have been bad, but it's a shame they died", said Sam.

"Totally", said Clover.

After that the Demon Triple force tried to sneak away when they got hit from behind by someone.

As for Action Extreme they went up to the spies and Michael said, "Now, again, who are you three working for?"

"I will field that question", said a voice with a British accent.

"Jerry", said the three.

"What are you doing here", asked Sam.

"What else, to help pick up the trash", he said and pointed to the now handcuffed Demon Triple Force being ushered into a WOOHP Chopper.

"What's going on here", asked Phluffy. "And who are you", asked Ben.

"I am Jerry, and I trust you met my best agents, Sam, Clover and Alex."

"And what exactly are you from", asked Shortstuff.

"WOOHP", responded Jerry.

"WOOHP", asked Action Extreme.

"It stands for World Organization Of Human Protection", said Jerry.

"Oh, title is self explanatory", said Michael.

"Sounds like something my brother would want to destroy", said Phluffy.

"Well DUH!" went Shortstuff.

"But that doesn't explain the strange super power thing all of you have", said Clover.

"I believe I can explain", said Jerry, "Horrorsville is actually a home for people with extraordinary abilities, which are commonly referred to as mutants."

"Oh", said Alex, "Just like Charles Xaviers home in the X-Men!"

"Precisley", said Jerry, "Only this home is known to the government, in fact we made it to protect them."

Then turning to the team known as Action Extreme he said, "Still, we received no word on these people using this type of power."

"Oh these", said Phluffy, "These were things I made to help us when Battle Beyond and the Demon Triple Force came into being."

"I highly doubt you will use that anymore, with the Demon Triple Force locked up and Battle Beyond smashed under that huge scrap heap of a factory", said Clover.

"I wouldn't count on it", said Ben, "Those guys have a way to survive."

"We will worry about it when the time comes, until then we can relax all we want", said Phluffy.

Then turning to the spies he said, "Still we couldn't have done it without your help."

He extended his arm in thanks and Clover shuddered a bit and said, "Likewise." And with that he shook Phluffy's hand.

"Well it's been fun but we gotta get back to Beverly Hills", said Sam.

"Perhaps we will pay you a visit, I mean we are in the same state", said Michael.

"That's true", said Alex/Ed.

With that they waved and said goodbye to one another.

06:93 P.M. Spies Villa.

The spies arrived home exausted.

The whole team collapsed in front of the couch.

"Woah", said Alex, "Those guys gave us a run for our money."

"Ditto", said Sam, "But that Action Extreme, those guys were pretty cool."

"They sure were", said Clover than shacking a little said, "Even though one of them was an oversized bug."

Speaking of bugs, the cockroach, which they had an encounter with earlier was crawling right below them.

Clover screamed when she saw it, but then calmed down, just grabbed it and chucked it outside.

"Why did you do that Clover", asked Alex. "I thought you wanted to squash it?"

"Hey after fighting with a man-sized one, I just couldn't bring myself to do it with one that may be family to it", she responded.

Sam patted Clover's shoulder and said, "Yeah, you got a point there."

Meanwhile, next door, the cockroach found itself in the house of someone else.

"AAAAAAH", screamed Mandy, "KEEP THAT BUG AWAY FROM ME!"

Of course the spies snickered apon hearing Mandy's voice. (AN: You thought I was going to leave her out of the fanfic, THINK AGAIN!)

The End. . . NOT!

The Factory Ruins.

It was night time at the factory, and all was quit until, some of the pilings and fallen walls were pushed up by a mysterious force and pushed a mysterious force. In a blinding flash of light they scattered and One and Rocky stood there, exhausted but unscathed.

"It's a good thing you remembered that shield spell before the building collapsed on us", said Rocky.

"Of course, we may have lost the Arch, but my goal of dimensional conquest will always be strong", said One.

Rocky looked up at the sky. "So the name of the orginazation that took our servants is WOOHP. How I loath what it stands for, it stands for something I HATE!"

"The protection of humans", asked One, even though he knew the answer.

"YES", screamed Rocky.

"Don't worry Rocky", said One, "Once we free our servants, then, we shall find a way to destroy WOOHP and Action Extreme once and for all!"

To be continued. . .

(AN: FINALLY I FINISHED THE FIRST PART! And again thank you SP Action Extreme 2 Noid for helping me with this!)


	7. Chapter 7

Totally Extreme

**Totally Extreme**

**Chapter 7**

(AN: Okay here is Chapter 7 and the beginning of part B! This is going to be good!)

WOOHP Prison. 7:51 P.M.

It was a quiet night around the WOOHP prison. Some of the prisoners were doing late-night activity's, others were just stewing in their cells. In one of these cells, actually more of a room, behind a locked door were the Demon Triple force, Face of Pure Evil, A Creepy Monkey, and Go-Karter. They were fuming over the fact that WOOHP had locked them up, and they yearned to get out. Little did they know their wish was about to be granted.

Out in a nearby forest the two figures approached, and they leered with gleaming eyes. "Here's the place", said the human looking one, "I say it's time to release our minions!" "I hear you", said the insect one, "Besides I am going to enjoy hurting these humans."

The guard at the entrance had no idea what was about to happen. In fact when he saw the two figures approach, he tried to stop them with his gun but was knocked out by electricity from the human figure's device. The insect then managed to morph his hands to sharp knife like appendages and cut down the door. The alarm then went off, "INTRUDER ALERT! INTRUDER ALERT!"

The gaurds that heard the alarm tried to retaliate and try to to attack the intruders. But, despite their attempts, they got nocked down hard by the insect-figure, which turned out to be Rocky Cockradio. "Take that you stupid humans", he said.

The human figure, which was One, said, "Good job, now let's hurry, we must find the cell of our companions." Rocky nodded. They began searching through the cells. So far they had no luck. Later they found a door marked, "Solatary Confinement. Only Authrized Personell Behind this Point." "This Door", said One. Rocky nodded. One then powered up his W.A.N.D. and pulled the door off like a magnet.

"I knew you would come, Ah ah!", said Creepy. "Of course", said Rocky, "We have no reason to let you three rot in this prison after all." As they walked out some of the gaurds yelled, "ESCAPEES!" Fortunately One used his magic and knocked them out. "That should hold them for a while", said One.

The group began to run out. "Once we get out", said Rocky, "We are going to have some priceless revenge on this WOOHP that inprisioned you." "Is it also cause you hate what it does", asked Face. "For protecting humans, yes", said Rocky.

"It's going to be tough", said One, "Since we just met them." Suddenly a voice said, "If you want to get WOOHP, I can be the one to help you."

The group looks to a nearby cell where within was a man with brown hair. "And why do you think you would be such an asset", asked One. "Cause I used to work for them", said the man.

"Forget it, we don't need help from a human", said Rocky. They began to walk past when he mentioned. "Sam, Clover and Alex."

They stopped and then turned. "Huh", asked Go-Karter. "Sam, Clover and Alex those are the names of the spies that captured you, and they are some of WOOHPS best. I know them cause they captured me, three times so far. Once when I kidnapped and replaced Jerry, the second when I turned their own moms against them and finally, when I tried this transforming robots on them", said the man.

"Hmm", said Face, "This guy could come in handy, and he knows our new enemy." "I agree", said Creepy. Rocky had to admit they had a point. "Very well, he can come with us."

One used his WAND To zap open the cell. "Thanks you won't regret it", said the man as he went out. "You have a name", asked Rocky. "Scam, Tim Scam", said the man.

* * *

Beverly Hills 10:23 A.M.

The Spies were busy walking through Beverly Hills, but not just as a casual stroll, they were showing around some guests. Yes it was the Action Extreme members, including Phluffy (who was in his human disguise).

"And over there is were we sometimes roller blade", said Sam pointing out a spot. "And that is of course our favorite spot", said Clover pointing to the mall. "Why am I not surprised", said Shortstuff.

"Sheesh Shortstuff", said Michael, "Even when we are out of town you are such a kill joy." "Even when it's a nice place too", said Ben.

Suddenly they hear a cackle. "Well well well, ha ha ha", said a familiar voice. They turn to see Mandy herself. "Well I see the LOSERS have a lot more friends, they seem to suit you as well."

Alex/Ed got a bit angry, "Who is this witch?" "Her name is Mandy and she is a royal pain in the rear", said Clover. "No duh Sherlok", said Shortstuff.

"Well, I would love to pester you", said Mandy, "But I got somewhere far away from you I need to be, good luck with the trash LOSERS!"

Shortstuff growled angrily as did the others. "I am going to get that girl so hard that. . .", started PHluffy when "WHOA!" They got whooped.

They fell and then landed on the couch. "You weren't kidding when you told us about this WOOHPing biz", said Michael.

Jerry stood up. "Sorry to interrupt your tour girls and your vacation Action Extreme but we have a problem. Turns out Rocky and One managed to survive the collapse of that factory from our previous encounter."

"I knew it", said Ben, "Rocky and One are not that easy to destroy."

"And they busted out the Demon Triple Force from the WOOHP prison", said Jerry. G.L.A.D.I.S. showed the footage of the break-out.

"Tell us something we can't predict", said Phluffy. "I think I can", said Jerry who continued to show the footage, "They also busted out Tim Scam."

"Oh no", said the spies. "Not that guy again", said Alex.

"We believe that they plan to exact revenge on you girls for stopping their earlier plan", said Jerry.

"Not only that", said Phluffy, "But knowing my brother, he will want to destroy WOOHP for obvious reasons."

"In that case, let's get you started. Action Extreme we would appreciate if you brief the girls on the enemy at your place so that they are better prepared", said Jerry.

"No prob", said Michael.

"Now girls for you the Gadgets", said Jerry. G.L.A.D.I.S. presented the Gadgets. "For this mission we have the Laser Nailfile, the Mini-Charm bracelets, m-ray contact lens, the steel-cable launcher go-go boots and finally the Sonic Disentigrator Boom Box."

The spies changed to their spy outfits. "Okay we are set", said Sam.

"To Horrorsville", said Alex/Ed. "Uh where is the front door", asked SHortstuff. The answer was revealed by a trap door. "I can see why you dislike this part of the job", said Michael as they fell.

To be continued. . . .

AN: This is going to get interesting. Hope you liked this chapter. And just FYI today is my 6th Anneversary as a Fanfiction author! Again, hope you liked it.


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